6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) August 4, 2000
DEAN WITTER REALTY YIELD PLUS II,
L.P.
(Exact name of registrant as specified in its
charter)
Delaware 0-18149
13-
3469111
(State or other jurisdiction Commission
(I.R.S. Employer of incorporation)
File Number) Identification
No.)
Two World Trade Center, New York, New York
10048 (Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area
code(212) 392-2974
(Former name or former address, if
changed since last report)
<PAGE>
Item 5. Other Events
GCGA, LP ("GCGA"), the partnership which owns
the One Congress Street property, has entered into
an agreement with
an unaffiliated third party to sell the
property for $118.5 million. Consummation of
the sale is subject to customary closing costs
and conditions, including final due diligence by
the buyer.
The Partnership owns 42% of the general
partnership interest in GCGA. If the sale is
consummated in accordance with the agreement
and without modification of the sale price,
the Partnership's share of the net proceeds of
the sale would be approximately $30.75 million
after satisfaction of GCGA's
first mortgage loan payable. Accordingly, if
the sale is consummated in accordance with
the agreement and without modification of the
sale price, the Partnership would expect to
distribute net sales proceeds of approximately
$177.78 per investment Unit to Limited
Partners, of which approximately $6.35 per
investment Unit is expected to be distributed
approximately six months after closing of the
sale.
There can be no assurance that the sale
contemplated by the agreement will be
consummated and that, if the sale is
consummated, the final sale price would not be
less than $118.5 million.
The sale of property would cause the
dissolution of the Partnership; however, the
timing of the final winding up of the
Partnership is uncertain at this time.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DEAN WITTER REALTY
YIELD PLUS II, L.P.
By: Dean Witter
Realty Yield Plus II, Inc.
Managing General
Partner
Date: August 7, 2000 By: /s/
Raymond E.
Koch
Raymond E. Koch
Principal Accounting
Officer
